EXHIBIT 4.8

                              SHARE SALES AGREEMENT

     ENTERED AND SIGNED IN TEL AVIV ON THE 27TH OF THE MONTH OF MARCH, 2008

BETWEEN:       BENTAL INVESTMENTS COOPERATIVE AGRICULTURAL SOCIETY LTD.
               Cooperative Society No. 570043372
               Kibbutz Marom Golan
               (Hereinafter: "BENTAL" or "THE SELLER")

                                                                ON THE ONE PART;

AND:           TAT TECHNOLOGIES LTD.
               Public Company No. 520035791
               P.O. Box 80, Gedera 70750
               (Hereinafter: "TAT" or "THE BUYER")

                                                             ON THE SECOND PART;

WHEREAS        the Seller is the owner and holder of 14,998 regular shares of
               NIS 1 par value each in Betnal Industries Ltd. (hereinafter: "THE
               COMPANY"), which as of the date of signing this agreement,
               constitute approx. 75% of the Company's issued and paid share
               capital (hereinafter: "SELLER'S SHARES");

AND WHEREAS    the Seller is interested in selling 5,400 out of the Seller's
               Shares to the Buyer, constituting 27% of the Company's issued
               share capital (hereinafter: "SALE SHARES") and the Buyer in
               interested in purchasing all the Sale Shares from the Seller,
               being clean and free (as defined below), all according to the
               manner and terms specified in this Agreement below; AND WHEREAS
               the Seller and Buyer are interested in giving one another a put
               option and call option referring to option shares (as defined
               below);

AND WHEREAS    until the date of closing as defined bellow, the Buyer is
               expected to sign and complete the execution of an agreement
               between the Buyer and Mivtach Shamir Holdings Ltd. (hereinafter:
               "MIVTACH") for the sale of 2,000 regular shares of NIS 1 par
               value each in the Company, held by Mivtach and constituting 100%
               of Mivtach's holdings in the Company and 10% of the Company's
               issued share capital (hereinafter: "MIVTACH TRANSACTION");


<PAGE>


NOW THEREFORE IT IS DECLARED, STIPULATED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS:

1.   PREAMBLE AND INTERPRETATION

     The preamble and to this Agreement, appendixes and parties' statements,
     constitute an integral part thereof.

     The headings of the clauses in this Agreement were added purely for reading
     convenience and should not be used for interpreting the Agreement.

2.   DEFINITIONS

     In this Agreement, the following terms will be given the meanings that
     appear beside them:

     2.1  "CALL OPTION" - As defined in clause 7 below.

     2.2  "PUT OPTION" - As defined in clause 8 below.

     2.3  "DOLLAR" - One United States Dollar.

     2.4  "COMPANY'S ISSUED AND PAID SHARE CAPITAL" - 20,000 regular shares
          included in the Company's issued and paid capital on the date of
          signing this Agreement.

     2.5  "SUBSIDIARY" - Bental Inc., company incorporated according to the laws
          of the State of Maryland, U.S.A, whose entire shares are owned by the
          Company. In this Agreement, the term "Company" includes the
          Subsidiary.

     2.6  "COMPANIES LAW" - Companies Law, 5759-1999.

     2.7  "BUSINESS DAY" - Sundays - Thursdays every week, provided that there
          is no holiday, occasion, holiday eve and/or Sabbatical.

     2.8  "CLOSING DATE" - 7 (seven) business days after fulfilling the finale
          suspending condition or any other date after fulfilling the suspending
          conditions to be agreed in writing by the parties.

     2.9  "MEMORANDUM OF UNDERSTANDING" - The Memorandum of Understanding signed
          between the parties, together with Mivtach on January 2, 2008.

     2.10 "COMMISSIONER" - Israel Antitrust Commissioner by virtue of the
          provisions of the Restrictive Trade Practices Act, 5748-1988.


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<PAGE>


     2.11 "REGULAR SHARES" - Regular shares of NIS 1 par value each of the
          Company's issued and paid share capital.

     2.12 "SALE SHARES" - 5,400 regular shares held by the Seller on the date of
          signing this Agreement and constituting 27% of the Company's issued
          and paid share capital on such date.

     2.13 "OPTION SHARES" - 3,598 regular shares of the Company held by the
          Seller on the date of signing this Agreement and constituting 18% of
          the Company's issued and paid share capital on such date, for which
          the put option and call option will be granted.

     2.14 "COMPANY'S FOUNDATION DOCUMENTS" - The Company's Memorandum and
          Articles of Association as of the date of signing this Agreement are
          attached as APPENDIX 2.14 of this Agreement.

     2.15 "CLEAN AND FREE" - Clean and free of any mortgage, pledge, attachment,
          lien, right of first refusal, right to tag along, obstruction
          settlements, debt or any third party rights.

     2.16 "EXIT TRANSACTION" - Means each one of the following: (a) sale of the
          Company's control to a third party; (b) sale of all or most of the
          Company's assets to a third party; (c) merger of the Company with
          another company, provided that the Company is not the surviving
          company. Notwithstanding the aforesaid, for purpose of this sub-clause
          (c), a merger will not be perceived as an Exit transaction if on the
          eve of the merger, the Company shareholders will hold over 90% of the
          shares in the absorbing company, in the same relation of holdings
          among them that existed in the Company on the eve of the merger.

          For purpose of this sub-clause 2.16 the term "THIRD PARTY" means
          someone other than: the Company shareholders or a person who controls
          any of the shareholders, a corporation controlled by the shareholders
          or any corporation controlled by any of them.

     2.17 "OWNERS' GUARANTEE" - Guarantees submitted by Kibbutz Maron Golan to
          ensure the Company's obligations toward third parties according to the
          list attached as APPENDIX 2.17 of this Agreement.


                                       3
<PAGE>


     2.18 "INTEREST" - Interest at an annual rate of 2% on Dollar amounts to be
          added and apply, INTER ALIA, to the price of exercising the put option
          and the price of exercising the call option.

     2.19 "ARREARS INTEREST" - Arrears interest to be paid according to the
          provisions of clause 20 of this Agreement.

     2.20 "REPRESENTATIVE RATE" - The latest representative rate of the US
          Dollar per NIS 1, published by the Bank of Israel before the date of
          performing an actual payment according to this Agreement.

     2.21 "SUSPENDING CONDITIONS" - The conditions stipulated in clause 12 of
          this Agreement.

3.   THE SELLER'S PRESENTATIONS, STATEMENTS AND UNDERTAKINGS

     3.1  The Seller hereby presents, states and undertakes the following to the
          Buyer, regarding the Sale Shares:

          3.1.1 The Seller is the exclusive owner and holder of the Sale Shares
               and Option Shares.

          3.1.2 That the Sale Shares and Option Shares were duly issued and
               fully paid, and subject to the fulfillment of the suspending
               conditions, on the date of signing this Agreement are and will be
               on the closing date or the date of exercising the call option or
               put option, if at all, as applicable, clean and free for
               transfer, according to the provisions of this Agreement.

          3.1.3 Not to undermine from the generality of the said in clause 3.1.2
               above, subject to fulfilling the suspending conditions, the
               Seller did not undertake towards any third party to transfer the
               Sale Shares and Option Shares, or any part thereof, or avoid
               transferring them and did not grant or give any person or body
               any option or other right to purchase or receive the shares in
               the Company (including Sale Shares and Option Shares) and/or any
               part thereof and that no person or body has the right of first
               refusal, right to tag along or any other right regarding the
               Company's shares (including Sale Shares and Option Shares), all
               or part thereof, except by virtue of the Company's Founders
               Agreement.


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<PAGE>


          3.1.4 Subject to fulfilling the suspending conditions: (a) sale of the
               Sale Shares to the Buyer and granting the put option and call
               option according to this Agreement, is not contrary or
               contradicts any contract and/or undertaking by any party thereto;
               (b) the Seller received all the authorizations and certificates
               required by the law for the sale of the Sale Shares, transfer
               thereof and granting the put option and call option to the Buyer,
               and there is not prohibition or limitation or prevention of any
               sort, from executing the aforesaid.

          3.1.5 The Seller made all the decisions according to its certificates
               of incorporation and the law, required for engaging in this
               Agreement and executing its obligations according thereto and
               that the signatories onto this Agreement in its behalf, were duly
               authorized to do so and their signature binds the Seller and
               subject to fulfilling the suspending conditions, the Seller's
               engagement in this Agreement and executing the provisions
               thereof, do not require any consent, certificate or permission
               from any person or body or giving any notice, and to the best of
               the Seller's knowledge there is no prevention from its engagement
               in this Agreement and fulfilling its obligations according
               thereto.

          3.1.6 Except as specified in APPENDIX 3.1.6 to this Agreement, the
               Seller is not a party to any transaction and/or engagement with
               the Company and there is no material transaction and/or
               engagement in which the Seller and/or other interested parties in
               the Company, have any personal interest.

          3.1.7 To the best of the Seller's knowledge, the Company's financial
               statements were prepared based on all the material information
               required for preparation thereof and that to the best of the
               Seller's information, no material information as said was
               concealed or omitted from the Company's financial statements.

          3.1.8 As part of the due diligence conducted by the Buyer, the Company
               submitted all the information and documents requested by the
               Buyer to the Buyer or its representatives and no misleading
               information or documents regarding acquisition of Company shares,
               was submitted to the Buyer.

          3.1.9 Upon signing this Agreement, the Seller agrees to waive the
               right of first refusal concerning the Mivtach transaction.

     3.2  The Seller's presentations specified in this clause 3, will remain
          true for the closing date. Not to undermine from the said, if any
          change applies on the Seller's presentations as said in this clause 3
          until the closing date, the Seller will give the Buyer written notice
          of the matter and the Buyer will be entitled to terminate this
          Agreement, without bearing any liability towards the Seller for the
          termination as said.


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<PAGE>


          The parties hereby stipulate that for purpose of deciding whether
          certain information was known to the Seller as said in clause 3 above,
          "information" known to whomever served as a director in the Company on
          behalf of the Seller on the date of signing this Agreement will be
          attributed to the Seller (meaning: Messieurs Shaul Gor, Shafi Mor,
          Gabbi Kuniel and Elisha Yalin)

4.   THE BUYER'S STATEMENTS AND UNDERTAKINGS

     The Buyer hereby presents, states and undertakes the following to the
Seller:

     4.1  The Buyer is a public company duly incorporated and registered in
          Israel on April 7, 1985, controlled by TAT Industries Ltd., holding
          3,002 of the Company's regular shares, which as of the date of signing
          this Agreement, constitute approx. 15% of the Company's issued and
          paid capital.

     4.2  The Buyer conducted due diligence of the Company and its activity and
          to the best of its knowledge and according to the Seller's
          presentations; the Buyer has received all details, information and
          explanations regarding the Company and its activity and found the
          Company, Sale Shares and Option Shares, satisfactory.

     4.3  The Buyer is engaging in this Agreement after considering the
          advisability of the transaction, as a reasonable investor.

     4.4  Subject to the correctness of the Seller's statements in clause 3
          above and fulfilling its obligations according to this Agreement, the
          Buyer is purchasing the Sale Shares without the Seller making any
          presentation beyond the said in this Agreement, regarding the
          Company's business condition or assets. According to the said and
          subject to the correctness of the presentations in clause 3 above, the
          Buyer has no and will not have any claims or arguments towards the
          Seller, including claims of alternative and/or compatibility and/or
          defect of any sort regarding the purchase of the Sale Shares,
          exercising the call or put option and/or the Company and anything
          associated or resulting thereby.


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<PAGE>


     4.5  The Buyer: (a) is fully authorized to engage in this Agreement and
          perform all its obligations according thereto; and (b) has no legal
          prevention or other prevention from engaging in this Agreement and (c)
          does not require the confirmation or consent of any third party,
          regarding signing this Agreement or executing the provisions thereof,
          except the certificates and approvals forming suspending conditions
          for validation of this Agreement.

     4.6  The Buyer has the economic and financial abilities required to perform
          its obligations according to the provisions of this Agreement.

     4.7  The Buyer's presentations specified in this clause 4, will remain true
          on the closing date.

5.   THE TRANSACTION

     5.1  Subject to fulfilling the suspending conditions, the Seller undertakes
          to sell the Sale Shares to the Buyer and the Buyer undertakes to
          purchase the Sale Shares from the Seller, on the closing date, being
          clear and free. In addition, the Seller undertakes to grant the Buyer
          a call option and the Buyer undertakes to grant the Seller a put
          option, all as specified below.

     5.2  Sale of the Sale Shares and transfer thereof to ownership of the Buyer
          on the closing date will be done in exchange for consideration as
          specified in clause 6 below.

6.   CONSIDERATION FOR THE SALE SHARES AND TERMS OF PAYMENT

The Buyer will pay the Seller for the Sale Shares on the closing date, the cash
amount of USD 3,375,000 (three million, three hundred and seventy five thousand)
US Dollars (hereinafter: "CONSIDERATION FOR THE SALE SHARES") in exchange for
transfer of the Sale Shares to the name of the Buyer, being clean and free.
Payment of the Consideration for the Sale Shares will be done subject to
"ADJUSTMENT TO THE EXCHANGE RATE OF THE DOLLAR" according to the provisions of
clause 17 below.

7.   CALL OPTION

     7.1  The Seller hereby grants the Buyer the call option to purchase all the
          Options Shares from the Seller in 4 portions maximum (hereinafter:
          "CALL OPTION").


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<PAGE>


     7.2  The Call Option will be in effect as of January 1, 2009 and will
          remain valid for 4 years until December 30, 2012 (hereinafter: "CALL
          OPTION PERIOD").

     7.3  The Call Option will be exercisable by the Buyer during the entire
          Call Option Period in a number of portions, provided that each portion
          includes exercising at least 25% of the total Option Shares.
          Exercising a Call Option or part thereof, will be done by delivering a
          written exercising notice to the Seller, unreserved and unconditioned,
          referring to the quantity of Option Shares that the Buyer wishes to
          purchase (hereinafter: "EXERCISING NOTICE").

     7.4  Subject to clause 9.2 below, the exercising price including the Call
          Option is USD 2,250,000 (two million, two hundred and fifty thousand)
          US Dollars with the addition of interest (as defined in this
          Agreement), applicable from the closing date until the actual date of
          payment for each portion (hereinafter: "PRICE OF EXERCISING THE CALL
          OPTION"). Subject to adjustments due to changes in share capital and
          similar events as said in clause 9.3 below, the Price of Exercising
          the Call Option for each Option Share will be USD 625.35 (six hundred
          and twenty five US Dollars and thirty five cents) with the addition of
          interest from the closing date until the date of actual payment for
          each portion (hereinafter: "PRICE OF EXERCISING THE CALL OPTION FOR
          OPTION SHARES"). Payment of the Price of Exercising the Call Option
          and Price of Exercising the Call Option for Option Shares, will be
          subject to adjustments for dividend distribution according to clause
          9.2 below and "ADJUSTMENT TO THE EXCHANGE RATE OF THE DOLLAR"
          according to the provisions of clause 17 below.

8.   PUT OPTION

     8.1  The Buyer hereby grants the Seller the put option, entitling the
          Seller to obligate the Buyer to purchase all the Options Shares from
          the Seller in two portions maximum (hereinafter: "PUT OPTION").

     8.2  The Put Option will be in effect as of January 1, 2011 and will remain
          valid for two years until December 30, 2012 (hereinafter: "PUT OPTION
          PERIOD").

     8.3  The Put Option will be exercisable by the Seller during the entire Put
          Option Period in a number of portions, provided that each portion
          includes exercising at least 50% of the total Option Shares.
          Exercising a Put Option or part thereof, will be done by delivering a
          written exercising notice to the Buyer, unreserved and unconditioned,
          referring to the quantity of Option Shares that the Seller wishes to
          obligate the Buyer to purchase (hereinafter: "EXERCISING NOTICE").


                                       8
<PAGE>


     8.4  Subject to clause 9.2 below, the exercising price including the Put
          Option is USD 2,137,000 (two million, one hundred and thirty seven
          thousand) US Dollars with the addition of interest (as defined in this
          Agreement), applicable from the closing date until the actual date of
          payment for each portion (hereinafter: "PRICE OF EXERCISING THE PUT
          OPTION"). Subject to adjustments due to changes in share capital and
          similar events as said in clause 9.3 below, the Price of Exercising
          the Put Option for each Option Share will be USD 594.08 (five hundred
          and ninety four US Dollars and eight cents) with the addition of
          interest from the closing date until the date of actual payment for
          each portion (hereinafter: "PRICE OF EXERCISING THE PUT OPTION FOR
          OPTION SHARES"). Payment of the Price of Exercising the Put Option and
          Price of Exercising the Put Option for Option Shares, will be subject
          to adjustments for dividend distribution according to clause 9.2 below
          and "ADJUSTMENT TO THE EXCHANGE RATE OF THE DOLLAR" according to the
          provisions of clause 17 below.

9.   ADDITIONAL PROVISIONS REGARDING THE PUT AND CALL OPTION

     9.1  If an Exercising Notice was submitted for Call Option or Put Option or
          part thereof, on dates determined for such purpose, then within 30
          (thirty) days from the date of delivering the Exercising Notice
          (hereinafter: "EXECUTION DATE"), the parties will meet at 10:00 in the
          morning at the offices of Advocate Yigal Arnon & Co., at Azrieli
          Center 1, Tel Aviv, 46th floor, or other date and location as agreed
          between the parties and on such date the following acts will be
          performed simultaneously, and considered as done at the same time and
          none of them will be considered valid unless all the other acts are
          performed; following are the acts:

          9.1.1 The Buyer will pay the Seller the total required Price for
               Exercising, calculated by multiplying the quantity of Option
               Shares exercised times the Price for Exercising the Call Option
               or Price for Exercising the Call Option, as applicable. The Price
               for Exercising as said, will be paid by bank draft or bank
               transfer to the bank account instructed in advance, in writing by
               the Seller; and


                                       9
<PAGE>


          9.1.2 The Seller will sell and transfer the Option Shares or part
               thereof to the name of the Buyer, being clean and free, in
               exchange for payment of the Price for Exercising or part thereof,
               according to the quantity of Option Shares exercised; and

          9.1.3 The Company secretary will submit the following to the Buyer (a)
               written confirmation from the Company that the Buyer was
               registered in the Company's book of shareholders as the owner of
               the conveyed share; and (b) report of share transfer duly signed
               and confirmed, bearing the stamp of the Registrar of Companies.

     9.2  ADJUSTMENT TO DIVIDEND DISTRIBUTION - If the Company will distribute
          dividends before exercising the Put Option or Call Option in full, the
          amount equaling the amount of dividend, before tax, distributed for
          all the Option Shares (hereinafter: "ADJUSTED EXERCISING PRICE"), will
          be deducted from the Price for Exercising the Call Option for the
          Option Shares or the Price for Exercising the Put Option for the
          Option Shares, as applicable (hereinafter in this clause: "EXERCISING
          PRICE"). The amount of dividend as said will be calculated according
          to its Dollar value on the day of distributing the dividend (exchanged
          according to the representative rate known on the date of the dividend
          distribution) (hereinafter: "DOLLAR AMOUNT OF DIVIDEND"). Just for the
          record, it is clarified that the Adjusted Exercising Price will be
          calculated by deducting the Dollar amount of Dividend from the
          Exercising Price with the addition of interest accrued from the
          closing date until the date of dividend distribution. From the date of
          the dividend distribution until the actual date of paying the
          Exercising Price, only the Adjusted Price will bear interest.

     9.3  If there will be capital consolidation or capital splitting and if
          bonus shares will be divided in regard to Option Shares (hereinafter:
          "REORGANIZATION OF THE COMPANY'S CAPITAL"), the Call Option and Put
          Option, as applicable, will apply to all the Option Shares and all the
          shares generated thereby as a result of the Reorganization of the
          Company's Capital, without any change in the total Exercising Price
          for the Option Shares. If the Seller exercises its preemptive right in
          allocation of shares for the Option Shares, then the Call Option and
          Pull Option will also apply to shares allocated to the Seller for
          exercising such right (hereinafter: "ADDITIONAL EXERCISING RIGHTS")
          and the Buyer will pay the Seller the Dollar amount that the Seller
          paid for allocation thereof (calculated according to the
          representative rate) for the Additional Exercising Rights, on the date
          of exercising with the addition of interest from the date of
          allocation until the actual date of payment of their price.


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<PAGE>


     9.4  ACCELERATING THE PERIOD FOR EXERCISING OPTIONS FOR EXIT TRANSACTIONS -
          if there will be an Exit transaction, before the end of the Call
          Option Period or Put Option Period as applicable, the periods of the
          Call Option Period or Put Option Period will be accelerated in a
          manner that the Buyer and Seller will be entitled to exercise the Call
          Option or the Put Option as applicable, by written notice on the eve
          of completing the Exit transaction, subject to completion thereof.

10.  ADDITIONAL CONSIDERATION FOR EXIT TRANSACTIONS

     It is agreed that if the Company will perform an Exit transaction during
     the period between the closing date and the end of three years from the
     closing date, then on the date of closing the Exit transaction as said, the
     Buyer will pay the Seller additional consideration to be calculated as
     follows:

     10.1 For each share of the Sale Shares, the Buyer will pay the Seller a
          certain amount to be calculated as a percent, as specified in the
          table below, from the amount of difference between the price of share
          as said in US Dollar generated from the Company's value in the Exit
          transaction and the price of the share to be paid for each share of
          the Sale Shares according to this Agreement with the addition of
          interest that applies from the closing date until the date of the Exit
          transaction (hereinafter: "DIFFERENCE IN SALE PRICE").

     10.2 For each share of the Option Shares, provided that until the date of
          closing the Exit transaction, Exercising Notice was granted for such
          shares as part of the Put Option or Call Option, the Buyer will pay
          the Seller a certain amount to be calculated as a percent, as
          specified in the table below, from the difference between the price of
          share from the Option Shares in US Dollar generated from the Company's
          value in the Exit transaction and the Price of Exercising the Call
          Option for the Option Shares or the Price of Exercising the Put Option
          for the Option Shares for each share from the Option Shares (i)
          according to the type of option exercised for such share; (ii)
          calculated until the date of exercising the Exit transaction; and
          (iii) subject to "ADJUSTMENT TO THE EXCHANGE RATE OF THE DOLLAR"
          (according to the provisions of clause 17 below) (hereinafter:
          "DIFFERENCE IN THE PRICE OF THE Option").


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          For the avoidance of doubt, it is clarified that the Difference in the
          Price of the Option will be calculated only for the Option Shares
          actually exercised before the closing of the Exit transaction as part
          of the Put Option and/or the Call Option, and in case of partial
          exercising of Put Option and the Call Option together, then the
          Difference in the Price of the Option will be calculated according to
          the quantity of shares exercised as part of any option as said.


<TABLE>
<CAPTION>

DATE OF CLOSING THE EXIT TRANSACTION     ADDITIONAL CONSIDERATION FOR SALE      ADDITIONAL CONSIDERATION FOR OPTION
                                                       SHARES                                 SHARES
---------------------------------------- -------------------------------------- --------------------------------------
<S>                                      <C>                                    <C>
During the first year after the date     Amount equaling 30% of the             Amount equaling 30% of the
of closing                               difference from the sale price         difference from the option price
---------------------------------------- -------------------------------------- --------------------------------------
During the second year after the date    Amount equaling 20% of the             Amount equaling 20% of the
of closing                               difference from the sale price         difference from the option price
---------------------------------------- -------------------------------------- --------------------------------------
During the third  year after the date    Amount equaling 10% of the             Amount equaling 10% of the
of closing                               difference from the sale price         difference from the option price
---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>

11.  RELEASE FROM OWNERS' GUARANTEE

     Concurrently with completing the transaction on the closing date (and
     subject to completing the transaction), the Buyer will exercise maximal
     efforts to ensure that all owners' guarantees, as specified in Appendix
     2.17 are released, so that after the closing date, the Kibbutz will not be
     a guarantor for the Company's debts. If so required, the Buyer will submit
     guarantees or other securities to the satisfaction of the guarantee
     recipients, as a substitute for the said guarantees (hereinafter: "RELEASE
     FROM OWNERS' GUARANTEES"). Until the Release from Owners' Guarantees as
     said, the Buyer undertakes to indemnify the Seller for any payment paid by
     the Seller for realizing the owners' guarantees. Not to undermine from the
     aforesaid, the Buyer will ensure that the Seller is released from the
     owners' guarantee not later than the end of 3 months from the closing date.


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12.  SUSPENDING CONDITIONS: INTERIM PERIOD

     12.1 This Agreement and fulfillment thereof, are conditioned by fulfilling
          and executing the suspending conditions specified below prior to the
          closing date:

          12.1.1 The Commissioner approved the transaction discussed in this
               Agreement, including, if necessary, exercising the Call and Put
               Option ("Merger of companies" as defined in the Restrictive Trade
               Practices Act, 5748-1988). The parties will act in good faith,
               diligently and assiduously to fulfill and perform the terms as
               said, as soon as possible.

          12.1.2 The chief scientist approved the transaction for changing
               control in the Company as a result of transferring shares
               according to this Agreement.

          12.1.3 The investment center approved the transaction for changing
               control in the Company as a result of transferring shares
               according to this Agreement.

          12.1.4 The banks, with whom the Company is engaged, have approved the
               change in control of the Company.

          12.1.5 The Mivtach transaction was concluded concurrently with the
               completion of the transaction discussed in this Agreement on the
               closing date and Mivtach has agreed to waive the right of first
               refusal referring to the transactions discussed in this
               Agreement.

          12.1.6 No legal procedure was initiated before an authorized legal
               instance, concerning a claim or argument, or thereat or anything
               similar, regarding the parties' engagement in this Agreement or
               the Buyer's rights as said therein, which remains pending on the
               closing date.

          12.1.7 The Seller's presentations are true, complete and accurate on
               the closing date.

          12.1.8 All the additional terms specified in clause 13.1 below were
               fulfilled.

     12.2 If and as long as the suspending conditions were not fulfilled within
          120 days from the date of signing this Agreement (hereinafter:
          "INTERIM PERIOD"), after the parties exercised reasonable efforts in
          order to fulfill such conditions, and the party to benefit from the
          suspending conditions did not agree to waive fulfilling such
          condition, then each party will be entitled to terminate this
          Agreement and in such case, no party will be entitled to any right or
          cause of action according to the Agreement.


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<PAGE>


     12.3 During the Interim Period, the Seller will exercise all measures
          available according to the law in order to assure that the Company
          continues to conduct its businesses in the regular course of business,
          within the Company's approved work plan and budget, subject to
          deviations resulting from the regular course of business, all subject
          to the law. Not to undermine from the generality of the said, subject
          to the law, the Seller will exercise all measures at its disposal in
          order to prevent application and performance of the following in the
          Company or subsidiary thereof (except acts required for closing the
          subsidiary): (a) any change in the regular course of business or the
          terms for employment of employees thereof; (b) any profit
          distribution, any monetary payment in any other manner, such as
          management fees, bonuses etc, any loans, securities or guarantees of
          any sort, except as said in this Agreement; (c) any organizational
          change, including splitting, transferring or selling rights,
          purchasing the activity or holdings in another person, merger etc.;
          (d) change in ownership and/or holdings, and any endowment or
          allocation of capital rights; (e) any appointment or replacement of
          senior officers and any transaction or engagement between them and the
          Seller and/or related or associated parties thereto; (f) any change in
          the terms and conditions of any the Company's material agreements; and
          (g) any agreement or obligations to perform any of the abovementioned.

13.  CLOSING

     13.1 On the date of closing and after obtaining all the approvals as said
          in clause 12 above, the parties will meet at 10:00 in the morning at
          the offices of Advocate Yigal Arnon & Co., at Azrieli Center 1, Tel
          Aviv, 46th floor, or other date and location as agreed between the
          parties and on such date: the Seller will sell the Sale Shares to the
          Buyer and the Sale Shares will be transferred to the name of the
          Buyer, being clean and free, concurrently and in exchange for: (1)
          performing payment of the entire Consideration for the Sale Shares by
          the Buyer; and (2) additional acts as specified below; and all the
          following acts will be done simultaneously and considered as done at
          the same time and none of them will be considered valid unless all the
          other acts are performed; following are the acts:

          13.1.1 The Buyer will pay the Seller the Consideration for the Sale
               Shares by bank draft or bank transfer to the bank account
               instructed by the Buyer in advance in writing; and


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<PAGE>


          13.1.2 The Seller will sign a share transfer certificate as the
               transferor, in the version required according to the Company's
               Articles of Association, referring to all the Sale Shares held by
               the Seller;

          13.1.3 The parties will sign a shareholders' agreement in the version
               attached to this Agreement as Appendix 13.1.3; and

          13.1.4 The Company's general assembly will approve replacement of the
               Company's existing Articles of Association with the Articles of
               Association according to the version attached to this Agreement
               as Appendix 13.1.4.

          13.1.5 The parties will sign any other document required for
               validating the transaction for the sale of the Sale Shares.

14.  ARBITRATION

     14.1 In any case of disputes or differences of opinion between the parties
          in any matter concerning, resulting or associated with entering the
          Agreement, validity, breach, execution or interpretation of this
          Agreement, such will be submitted for decision of a single arbitrator.
          The arbitrator will be Yossi Abadi, Advocate and if he is refrained
          from serving as an arbitrator, an arbitrator will be appointed by the
          Buyer and Sellers' attorneys and in lack of agreement between them
          after 14 days from the appeal from one party to the other, an
          arbitrator will be appointed by the Israel Bar Association.

     14.2 The arbitrator will be entitled to grant interlocutory orders and
          other temporary remedies that a court of law is authorized to give and
          will be linked and subject to the substantive law, but not laws of
          evidence and legal procedures. The arbitrator will explain his
          arbitration award.

     14.3 The provisions of this clause will be valid as though they are an
          arbitration agreement between the parties and the provisions of the
          addition to the Arbitration Law, 5728-1968, will apply to the
          arbitration procedures and the arbitrator.


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<PAGE>


15.  JURISDICTION

     Subject to the said in clause 14 of the Agreement referring to the matter
     of arbitration, the jurisdiction in all matters concerning this Agreement
     or resulting from the Agreement, are awarded to the authorized courts of
     Tel Aviv and only such courts.

16.  GENERAL UNDERTAKING TO PERFORM ACTS AND SIGN DOCUMENTS

     The parties undertake to perform all actions and sign all documents,
     certificates, forms and statements, as required and beneficial for
     performing the provisions of this Agreement. Not to undermine from the
     generality of the aforesaid, the parties undertake to comply with all
     reporting obligations required by the law (including to the Registrar of
     Companies), as entailed in performing this Agreement.

17.  ADJUSTMENT TO THE EXCHANGE RATE OF THE DOLLAR

     The following payments will be done subject to adjustment to the exchange
     rate of the US Dollar as specified below in this clause (hereinafter:
     "ADJUSTMENT TO THE EXCHANGE RATE OF THE DOLLAR")

     Following are the payments: (i) Payment of the Consideration for the Sale
     Shares as said in clause 6 above; (ii) Payment of the Price for Exercising
     the Call Option or Price of Exercising the Call Option for Option Shares,
     as applicable according to clause 7 above; (iii) Payment of the Price for
     Exercising the Put Option or Price of Exercising the Put Option for Option
     Shares, as applicable according to clause 8 above; (EACH hereinafter:
     "ADJUSTED PAYMENT" or together hereinafter: "ADJUSTED PAYMENTS"). On the
     date of performing each one of the Adjusted Payments, the adjustment to the
     exchange rate of the Dollar will be done as specified below:

     17.1 If the representative rate on the date of performing any one of the
          Adjusted Payments is less than NIS 3.70 per Dollar, the Buyer will pay
          the Seller, in addition to the amount of Adjusted Payment, which
          should be paid according to the said in the provisions of this
          Agreement, an additional amount to be calculated according to the
          following formula:

                     D * P
                     ----------
                 X   R

          X    - Means the additional amount that the Buyer must pay in US
               Dollars


                                       16
<PAGE>

          D    - Means the difference between the NIS 3.70 per Dollar and the
               representative rate known on the date of the relevant Adjusted
               Payment

          P    - Means the relevant Adjusted Payment (as defined above) in US
               Dollars before the adjustment to the exchange rate of the Dollar

          R    - Means the representative rate known on the date of performing
               the Adjusted Payment.

     17.2 If the representative rate on the date of performing any of the
          Adjusted Payments exceeds NIS 3.95 per Dollar, the amount to be
          calculated according to the following formula will be deducted from
          the amount of the Adjusted Payment that the Buyer must pay the Seller:

                     D * P
                     ----------
                 X   R

          X    - Means the amount that should be deducted from the Adjusted
               Payment in US Dollars

          D    - Means the difference between representative rate known on the
               date of the Adjusted Payment and NIS 3.95 per Dollar

          P    - Means the Adjusted Payment in US Dollars, before the adjustment
               to the exchange rate of the Dollar

          R    - Means the representative rate known on the date of performing
               the Adjusted Payment.

     17.3 For the avoidance of doubt, if the representative rate of the Dollar
          on the date of performing the relevant payment will be in the range
          between NIS 3.70 and NIS 3.95, then there will be no adjustment
          according to this clause and the payment will be performed according
          to the representative rate known on such date.

18.  GENERAL

     18.1 Each payment that must be done according to the provisions of this
          Agreement will be paid on a business day until 11:00 before noon. If
          the date for payment is not a business day, the payment will be
          delayed to the first business day after the date of payment.


                                       17
<PAGE>


     18.2 This Agreement, after signing thereof, exhausts all the agreements
          between the parties referring to matters mentioned therein and negates
          any prior agreement, presentation, drafts or understandings between
          the parties or anyone on their behalf referring to matters included
          therein, including the Memorandum Of Understanding, and such documents
          will not be used in any way for interpretation, claims or any other
          manner.

     18.3 Any promise or statement of any sort, whether in writing or verbally
          or by manner of conduct or omission, made prior to the date of signing
          this Agreement, will be perceived as negated and this Agreement will
          be perceived as including, reflecting and exhausting all the parties
          statements and obligations regarding matters arranged in this
          Agreement as said.

19.  TAXES AND EXPENSES

     19.1 Any tax or other levy, if and as such applies to the Seller or to a
          seller of shares by virtue of the provisions of the law or signing
          this Agreement of performing the provisions thereof, will be paid by
          the Seller.

     19.2 Any tax or other levy, if and as such applies to the Buyer or to a
          buyer of shares by virtue of the provisions of the law or signing this
          Agreement of performing the provisions thereof, will be paid by the
          Buyer.

     19.3 Any payment performed according to the provisions of this Agreement,
          will be paid subject to the deduction of tax at source or against
          presentation of exemption from deduction of tax at source.

     19.4 Each party will bear its expenses, including fees for its legal
          advisers concerning preparation and executing this Agreement.

     19.5 Due V.A.T will be added to each payment for linkage differentials,
          interest and arrears interest, if applicable, all in exchange for
          submission of a tax invoice. Payment of the due V.A.T to apply as
          said, if such applies, for any payment, will be performed by
          submitting a postdated cheque to be paid on the 15th of the subsequent
          month of the said payment.


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<PAGE>


20.  ARREARS INTEREST

     If any party did not pay an amount that it is obligated to pay by virtue of
     the provisions of this Agreement on the date determined for such payment,
     then in such case, the breaching party will be obligated to pay the other
     party arrears interest, with the addition of due V.A.T for the amount in
     arrears, according to the rate customary at the time by Bank Leumi of
     Israel Ltd. in case of deviating from an approved credit limit in a US
     Dollar loan accounts, without undermining from any right or remedy awarded
     to the Seller by virtue of the provisions of this Agreement or the
     provisions of the law.

21.  JOINT STIPULATION

     The Seller's obligations to transfer the Sale Shares to the Buyer on the
     Closing Date and the Buyer's obligations to pay the Seller the
     Consideration for the Sale Shares are considered joints stipulations as
     defined by the law. This provision will also apply, with the required
     modifications, to the Option Shares and exercising thereof.

22.  AMENDMENTS AND WAIVERS

     22.1 Any change or amendment to this Agreement will be done in writing and
          signed by the parties thereto.

     22.2 Not to undermine from the said in this Agreement, in any case that a
          party to this Agreement will not demand the execution of the Agreement
          or any part thereof, this will not be considered as waiving his right
          to do so and any waiver of a breach of any provision of the provisions
          of this Agreement, will not be considered as an continuing waiver of
          the breach.

23.  LACK OF RIGHTS TO A THIRD PARTY

     This Agreement does not award and the parties thereto do not intend to
     award rights to any third party.


                                       19
<PAGE>


24.  MAINTAINING CONFIDENTIALITY

     The parties declare and mutually undertake, that as of the date of signing
     this Agreement, they will maintain complete confidentiality and will not
     make any use intended for themselves or others, will not tell, reveal or
     publish in any other way, information or knowledge associated, directly or
     indirectly, to the business and/or activity of each party and any
     information connected thereto and/or business connected to any of the
     parties in any manner. Not to undermine from the generality of the said,
     the Seller undertakes to maintain complete confidentiality and not to make
     any use of business, economic, commercial or other information that came to
     its knowledge and/or possession during or as a result of the negotiations
     and/or business and will maintain complete confidentiality regarding the
     activity and business of each party and its interests, in all fields of
     activity, including the provisions of the transaction. In addition, the
     parties undertake to maintain complete confidentiality and not make any use
     of information as said, regarding the Company.

     The aforesaid will not apply to information that the Buyer is obligated to
     publish as a public company, according to the law, including the Securities
     Act and the provisions installed according thereto, provided that any
     exposure or publication of information as said, will be arranged in advance
     in writing with the Seller.

25.  NOTICES

     25.1 All notices that should be given according to the provisions of this
          Agreement will be in writing and sent to the addresses indicated in
          the preamble to this Agreement or other address informed in writing by
          one party to the other.

     25.2 All notices will be sent by messenger, registered mail or facsimile.
          Notice sent by registered mail will be considered as received within
          seven (7) days from dispatch thereof, notice sent by messenger or
          facsimile, will be considered as received one business day after
          dispatch thereof.

      IN WITNESS THEREOF THE PARTIES HAVE HEREUNTO SIGNED IN THE PLACE AND
                              DATE INDICATED ABOVE:

SIGNED:                 Signed with stamp:
                        BENTAL INVESTMENTS COOPERATIVE AGRICULTURAL SOCIETY LTD.
                        --------------------------------------------------------
TAT TECHNOLOGIES LTD.   BENTAL INVESTMENTS COOPERATIVE AGRICULTURAL SOCIETY
                        LTD.

By:      DOV TSEELIM                        By: SHAUL GOR
         -----------                        -------------
         Yisrael Ofan                       Shafrir (Shafi) Mor


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